Current Report Filing (8-k)
September 26 2022 - 9:14AM
Edgar (US Regulatory)
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2022-09-26
2022-09-26
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2022-09-26
2022-09-26
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2022-09-26
2022-09-26
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date Earliest Event Reported): September 26, 2022
FOXO
TECHNOLOGIES INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39783 |
|
85-1050265 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
729
N. Washington Ave., Suite 600
Minneapolis, MN |
|
55401 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(612)
562-9447
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, par value $0.0001 |
|
FOXO |
|
NYSE
American |
|
|
|
|
|
Warrants,
each warrant exercisable for one share of Class A Common Stock for $11.50 per share |
|
FOXO
WS |
|
The
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
FOXO
Technologies Inc. (the “Company”) intends, from time to time, to present and/or distribute to the investment community and
utilize at various industry and other conferences a slide presentation, which is attached hereto as Exhibit 99.1 (the “Corporate
Presentation”). Additionally, the Corporate Presentation will also be posted to the “Investors” portion of the Company’s
website at https://foxotechnologies.com/investors/.
By
filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality
of any information in this report that is required to be disclosed solely by reason of Regulation FD.
The
information contained in the Corporate Presentation is summary information that is intended to be considered in the context of the Company’s
Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release
or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained
in this Current Report on Form 8-K, although it may do so from time to time as its management believes is warranted. Any such updating
may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
Additionally,
on September 26, 2022, the Company posted a letter from its Chairman and Chief Executive Officer to its stockholders on its website at
https://foxotechnologies.com/investors/ and https://foxolife.com/blog/. A copy of the letter is furnished herewith as Exhibit
99.2.
The
information presented in Item 7.01 of this Current Report on Form 8-K, Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed”
under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the
Exchange Act.
Item 8.01 Other Events.
As of September 19, 2022, the Company has 33,052,830 shares of Class A common stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FOXO
Technologies Inc. |
|
|
|
|
By: |
/s/
Jon Sabes |
|
|
Name:
Jon Sabes |
|
|
Title:
Chief Executive Officer and Chairman |
Date:
September 26, 2022
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